北京市中伦（广州）律师事务所 关于广州中望龙腾软件股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年五月 北京市中伦（广州）律师事务所 关于广州中望龙腾软件股份有限公司 2024 年年度股东大会的 法律意见书 致：广州中望龙腾软件股份有限公司 北京市中伦（广州）律师事务所（以下简称"本所"）接受广州中望龙腾软 件股份有限公司（以下简称"公司"）委托，指派孙巧芬律师和曾思律师（以下 简称"本所律师"）对公司 2024 年年度股东大会（以下简称"本次股东大会"） 的合法性进行见证并出具法律意见。 本所及本所律师依据《中华人民共和国证券法》（以下简称"《证券法》"）、 《律师事务所从事证券法律业务管理办法》和《律师事务所证券法律业务执业规 则（试行）》等规定及本法律意见书出具日以前已经发生或者存在的事实，严格 履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查验证，保 证本法律意见所认定的事实真实、准确、完整，所发表的结论性意见合法、准确， 不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任。 本法律意见书根据《中华人民共和国公司法》（以下简称"《公司法》"）、《证 券法》等现行有 ...

证券代码：688083 证券简称：中望软件 公告编号：2025-025 广州中望龙腾软件股份有限公司 2024年年度股东大会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 5 月 12 日 （二） 股东大会召开的地点：广州中望龙腾软件股份有限公司会议室（广州市 天河区珠江西路 15 号珠江城 32 楼） （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 73 | | --- | --- | | 普通股股东人数 | 73 | | 2、出席会议的股东所持有的表决权数量 | 62,909,644 | | 普通股股东所持有表决权数量 | 62,909,644 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比例 | 52.1199 | | （%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） ...

Core Insights - The company reported a revenue of 888 million yuan for 2024, a year-on-year increase of 7.31%, and a net profit attributable to shareholders of 63.96 million yuan, up 4.17% year-on-year [1] - In Q1 2025, the company achieved a revenue of 126 million yuan, a year-on-year growth of 4.56%, but reported a net loss attributable to shareholders of 47.7 million yuan, indicating an expanded loss compared to the previous year [1] - The domestic commercial market showed steady growth, while the overseas market experienced significant expansion, with overseas revenue reaching 202 million yuan in 2024, a year-on-year increase of 28.77% [2] Domestic Market Performance - The domestic commercial market generated revenue of 561 million yuan in 2024, reflecting a year-on-year growth of 12.13% despite macroeconomic pressures [1] - The domestic education market faced challenges, resulting in a revenue decline of over 25% year-on-year due to budget constraints and policy changes [1] Product Performance - The 2D CAD product line generated revenue of 482 million yuan in 2024, with a modest growth of 2.12% [2] - The 3D CAD product line, benefiting from previous investments, achieved revenue of 242 million yuan in 2024, marking a significant year-on-year growth of 29.21% [2] Organizational and Operational Improvements - The company has made structural adjustments to enhance service quality for key accounts (KA) and small to medium enterprises, integrating business and R&D teams [3] - The sales expenses decreased by 4.87% year-on-year in 2024, with further reductions in Q1 2025, indicating improved cost control [4] Future Outlook - Revenue projections for 2025-2027 are adjusted to 1.011 billion yuan, 1.168 billion yuan, and 1.352 billion yuan respectively, with net profits expected to be 94 million yuan, 129 million yuan, and 175 million yuan [5] - The company maintains a "buy" rating due to competitive advantages in 3D products, rapid growth in overseas markets, and ongoing improvements in management and operational efficiency [5]

Investment Rating - The report maintains a Cautious industry view for China's IT Services and Software sector [8]. Core Insights - The software industry in China is expected to continue its downtrend, with the bottom yet to be reached [2]. - AI adoption is identified as the sole bright spot, with increasing interest from CIOs leading to larger budgets and tighter timelines for implementation [5][10]. Summary by Sections Industry Overview - Enterprise confidence is struggling to recover, with CIOs' confidence sinking further due to macroeconomic conditions and the impact of tariffs [4][10]. - IT services budgets are stabilizing, while software budgets are deteriorating, indicating a shift in spending priorities [10]. AI Adoption - There is a significant rise in CIO interest in AI, with 71% expecting AI projects to represent a substantial portion of their IT investments in 2025, up from 52% in the previous survey [11][60]. - AI is cannibalizing traditional IT spending, with hardware and IT services gaining budget share at the expense of software [5][14]. Budget Expectations - The 2025 IT budget growth expectation is 5.8%, down from previous projections, with software growth expected to be 4.2% [12][21]. - SOEs are revising down their IT budgets for 2025, while POEs are expected to see a slight increase [42]. Vendor Insights - DeepSeek is recognized as having the best AI product suite, with a significant majority of CIOs favoring it over competitors [82]. - The preference for AI model development vendors has increased, indicating a shift away from traditional hyper-scaler cloud vendors [90]. Spending Trends - The average percentage of IT spending related to AI is projected to rise to 11.2% in 2025, reflecting a growing commitment to AI initiatives [60][75]. - CIOs expect AI to add an average of 4.5% to their IT budgets in 2025, with a notable portion of this funding coming from reallocations within existing budgets [75][79].

Investment Rating - The investment rating for the computer industry is "Buy" [2] Core Insights - The computer industry is experiencing a bottoming out of demand in 2024, with significant differences in structural performance across various segments. Companies are enhancing operational efficiency to cope with the challenges [6][14] - The median revenue growth rate for the industry in 2024 is -1.59%, a decrease of 4.88 percentage points from 2023. The median net profit growth rate is -2.24%, down 8.35 percentage points from the previous year [15] - The report highlights that while revenue and profit metrics are declining, the rate of decline is slowing, indicating potential for improvement in Q1 2025 [15][16] Summary by Sections 1. 2024 Annual Report: Bottoming Demand and Efficiency Improvements - The report analyzes the performance of 208 listed companies in the computer industry, revealing that the overall revenue growth is stabilizing, and profit margins are showing signs of recovery [14][15] - Different segments within the industry show varying performance, with IT hardware, trusted computing, and smart vehicle sectors demonstrating positive growth trends [16][28] 2. Demand Stabilization and Financial Indicators - The report notes that contract liabilities are beginning to improve, and accounts receivable growth is declining, indicating a more stable financial environment [23][24] - Cash inflows from sales of goods and services have significantly increased, reflecting a positive trend in operational cash flow [24] 3. Investment Activity and Valuation Levels - The report indicates an increase in net cash outflow from investment activities, suggesting an expansion trend among companies [26] - As of April 30, 2025, the industry’s price-to-earnings (P/E) ratio is 46 times, with software companies showing a higher P/E increase compared to hardware companies [19][20] 4. Key Areas of Investment Value - The report identifies several key areas with strong investment potential, including AI applications, domestic software and hardware replacements, and the smart driving industry [20][21] - The acceleration of domestic orders in trusted computing and the expansion of the Harmony OS ecosystem are expected to enhance the competitive edge of leading companies in the industry [20][21]

证券代码：688083 证券简称：中望软件 公告编号：2025-024 广州中望龙腾软件股份有限公司 关于股份回购进展公告 截至 2025 年 4 月 30 日，公司通过上海证券交易所交易系统以集中竞价交易 方式累计回购股份 379,805 股，占公司目前总股本 121,303,799 股的比例为 0.313%， 回购成交的最高价为 84.90 元/股，最低价为 61.48 元/股，支付的资金总额为人民 币 30,691,374.68 元（不含印花税、交易佣金等交易费用）。 因公司曾多次执行股份回购计划，并将部分回购股份用于股权激励或员工持 股计划，目前公司回购专用证券账户通过集中竞价交易方式已累计回购公司股份 601,930 股，占公司总股本 121,303,799 股的比例为 0.496%。 本次回购股份符合相关法律、法规的规定及公司的回购股份方案。 三、其他事项 重要内容提示： | 回购方案首次披露日 | 2024/7/16，由公司实际控制人、董事长杜玉林先 | | --- | --- | | | 生提议 | | 回购方案实施期限 | 2024/7/16~2025/7/15 | | 预计回购金额 | 3 ...

证券代码：688083 证券简称：中望软件 广州中望龙腾软件股份有限公司 2024年年度股东大会 会议资料 二零二五年五月 1 | 2024 | | 年年度股东大会会议资料目录 | 2 | | --- | --- | --- | --- | | 2024 | | 年年度股东大会会议须知 | 3 | | 2024 | | 年年度股东大会会议议程 | 5 | | 2024 | | 年年度股东大会会议议案 | 7 | | | 议案一 | 关于公司 2024 年度董事会工作报告的议案 7 | | | | 附：《公司 | 2024 年度董事会工作报告》 | 8 | | | 议案二 | 关于公司 2024 年度监事会工作报告的议案 17 | | | | 附：《公司 | 2024 年度监事会工作报告》 | 18 | | | 议案三 | 关于公司 2024 年度独立董事述职报告的议案 21 | | | | 议案四 | 关于公司 2024 年年度报告及摘要的议案 22 | | | | 议案五 | 关于公司 2025 年年度财务预算报告的议案 23 | | | | 附：《公司 | 2024 年年度财务预算报告》 | 24 | | ...

Core Insights - The company reported a revenue of 888 million yuan for 2024, representing a year-on-year growth of 7.31%, and a net profit attributable to shareholders of 64 million yuan, up 4.17% [1] - In Q1 2025, the company achieved a revenue of 126 million yuan, an increase of 4.56% year-on-year, but reported a net loss of 48 million yuan [2] Revenue Breakdown - The sales of 2D products showed steady growth, while the revenue contribution from 3D CAD products continued to enhance. The revenue from 2D CAD products grew by 2.12% year-on-year, while 3D CAD product revenue reached 242 million yuan, marking a 29.21% increase. CAE product revenue was 9.74 million yuan, up 36.23% [3] - The main product ZWCAD in the 2D CAD segment has matured in technology and application, providing a stable growth base for the company [3] - The company has developed a globally competitive 3D CAD platform software, ZW3D, which has seen significant performance improvements in 2025, enhancing capabilities in design, simulation, and processing integration [3] Ecosystem and Partnerships - The company is focused on building a sustainable and cooperative industrial design software ecosystem, offering integrated CAx solutions to meet diverse customer needs [4] - In 2024, the company achieved a 28.77% growth in overseas main business revenue, contributing positively to overall performance. The company has established partnerships with over 800 global channel partners, serving more than 1.4 million users across over 90 countries and regions [4] Profit Forecast and Investment Outlook - As a leading domestic CAD provider, the company is expected to see revenue growth driven by enhanced 3D CAD capabilities, domestic substitution, and overseas expansion. Projected revenues for 2025, 2026, and 2027 are 1.018 billion, 1.251 billion, and 1.470 billion yuan, with corresponding growth rates of 14.63%, 22.90%, and 17.53% [5] - The net profit attributable to shareholders is forecasted to be 78 million, 105 million, and 125 million yuan for the same years, with year-on-year growth rates of 22.00%, 34.69%, and 18.59% [5]

Investment Rating - The investment rating for the company is not explicitly stated in the provided documents, but the analysis suggests a positive outlook based on growth and market position [8]. Core Viewpoints - The company has demonstrated significant revenue growth in its 3D CAD segment, achieving a revenue of 242 million yuan in 2024, which represents a year-on-year increase of 29.21% [1]. - The company has made breakthroughs in three key technical dimensions: core stability, parametric stability, and large assembly design support capabilities [1]. - The company has successfully expanded its key account (KA) customer base and deepened channel cooperation with major clients in various sectors [1]. - The company has achieved notable success in overseas markets, with a main business revenue growth rate of 28.77% [1]. - The global industrial software market is projected to be approximately 520 billion USD in 2024, indicating substantial growth potential for the company [1]. Financial Summary - In 2024, the company reported total revenue of 888 million yuan, a year-on-year growth of 7.31%, and a net profit attributable to the parent company of 64 million yuan, reflecting a growth of 4.17% [2]. - The company's gross margin improved to 94.4% in 2024, while the sales expense ratio decreased by 5.96% [1]. - The earnings per share (EPS) for 2025 is projected to be 0.63 yuan, with corresponding price-to-earnings (P/E) ratios of 140.38, 121.21, and 105.44 for 2025, 2026, and 2027 respectively [2][3].

Investment Rating - The investment rating for the company is not explicitly stated in the provided documents, but the analysis suggests a positive outlook based on growth and market position [8]. Core Viewpoints - The company has demonstrated significant revenue growth in its 3D CAD segment, with a revenue increase of 29.21% year-on-year, reaching 242 million yuan in 2024, which now accounts for 31.55% of total revenue [1]. - The company has made substantial advancements in technology, particularly in complex scene parameterization, large assembly design capabilities, and the integration of artificial intelligence for enhanced user experience [1]. - The company has successfully expanded its key account (KA) customer base and deepened partnerships with major clients across various sectors, enhancing product application efficiency [1]. - The company has achieved notable success in international markets, with a revenue growth rate of 28.77% in its main business, indicating a strong potential for long-term revenue growth through overseas expansion [1]. - The company is projected to maintain steady growth, with expected earnings per share (EPS) of 0.63, 0.72, and 0.84 yuan for 2025, 2026, and 2027 respectively, reflecting a positive long-term outlook [1][2]. Financial Summary - In 2024, the company reported total revenue of 888 million yuan, a year-on-year increase of 7.3%, and a net profit attributable to shareholders of 64 million yuan, up 4.2% from the previous year [2]. - The gross margin for 2024 was 94.4%, indicating strong profitability, while the return on equity (ROE) was 2.4% [2]. - The company’s projected total revenue for 2025 is 1,013 million yuan, with a growth rate of 14.1%, and net profit is expected to reach 77 million yuan, reflecting a growth rate of 19.7% [2].